Matthews International (NASDAQ: MATW) sets 2028 voting pact with Barington

Rhea-AI Filing Summary

Matthews International Corporation entered into an agreement with Barington Companies Equity Partners and related Barington Parties under which the Barington Parties withdrew their proposed nominees for election to the Board of Directors at the 2026 annual meeting. In return, the Company agreed to make a one-time lump sum payment reimbursing Barington Equity for certain fees and expenses related to their engagement with the Company and shareholders and to the negotiation of this agreement.

For the period from the agreement date through the Company’s 2028 annual meeting of shareholders, the Barington Parties agreed to vote their beneficially owned securities in line with the Board’s recommendations on all proposals, subject to defined exceptions. They also accepted restrictions on soliciting proxies, making shareholder proposals, and nominating directors during this term. The Company and the Barington Parties issued a joint press release announcing the agreement.

Insights

Corporate governance analyst

Matthews and Barington reached a voting and standstill agreement.

Matthews International Corporation and the Barington Parties agreed that Barington will withdraw its proposed board nominees for the 2026 annual meeting. In exchange, Matthews will reimburse Barington Equity for certain fees and expenses tied to its engagement and to negotiating this agreement, while Barington commits to support Board recommendations for a defined period.

The agreement runs through the Company’s 2028 annual meeting of shareholders, during which Barington will vote its beneficially owned securities in accordance with Board recommendations, subject to specified exceptions. The Barington Parties also accepted restrictions on proxy solicitations, shareholder proposals, and director nominations over this term. A joint press release dated January 15, 2026 publicly announced these arrangements, and the detailed terms are set out in the attached agreement.

MATTHEWS INTERNATIONAL CORP false 0000063296 0000063296 2026-01-15 2026-01-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 15, 2026

MATTHEWS INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania		0-09115		25-0644320
(State or other jurisdiction of Incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

Two Northshore Center, Pittsburgh, PA 15212-5851

(Address of principal executive offices) (Zip Code)

(412) 442-8200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A Common Stock, $1.00 par value		MATW		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On January 15, 2026, Matthews International Corporation (the “Company”) entered into an agreement (the “Agreement”) with Barington Companies Equity Partners, L.P. (“Barington Equity”), Barington Companies Investors, LLC, Barington Capital Group, L.P., Barington Companies Management, LLC, LNA Capital Corp. and James A. Mitarotonda (collectively, the “Barington Parties”), pursuant to which the Barington Parties agreed to withdraw their proposed nominees for election to the Company’s Board of Directors (the “Board”) at the Company’s 2026 annual meeting of shareholders. Under the Agreement and as more fully set forth therein, the Company agreed to make a one-time lump sum payment to reimburse Barington Equity for certain fees and expenses incurred by the Barington Parties in connection with their communication and meetings with representatives of the Board and the Company’s management, communications with the Company’s shareholders, the negotiation and execution of the Agreement, and all of their other activities and matters related to the Company. Further, the Barington Parties agreed, among other things, that, from the date of the Agreement through and including the Company’s 2028 annual meeting of shareholders (the “Term”), the Barington Parties will cause the voting securities beneficially owned by them and their respective affiliates and associates to be voted in accordance with the Board’s recommendation on all proposals, subject to certain exceptions as set forth in the Agreement. The Barington Parties also agreed to certain restrictions during the Term, including, among other things, restrictions on soliciting proxies, making shareholder proposals, and nominating directors for election to the Board.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.

Item 8.01. Other Events.

On January 15, 2026, the Company and the Barington Parties issued a joint press release announcing the Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Agreement, dated January 15, 2026, by and among Matthews International Corporation, Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC, Barington Capital Group, L.P., Barington Companies Management, LLC, LNA Capital Corp. and James A. Mitarotonda
99.1		Press Release, dated January 15, 2026, issued by Matthews International Corporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MATTHEWS INTERNATIONAL CORPORATION
(Registrant)
By:		/s/ Daniel E. Stopar
		Daniel E. Stopar
		Chief Financial Officer and Treasurer

Date: January 15, 2026

FAQ

What agreement did Matthews International (MATW) reach with the Barington Parties?

Matthews International Corporation entered into an agreement with Barington Companies Equity Partners and related Barington Parties under which Barington withdrew its proposed nominees for election to the Board at the 2026 annual meeting and accepted certain voting and conduct commitments.

How will the Barington Parties vote their MATW shares under the new agreement?

From the date of the agreement through the Companys 2028 annual meeting of shareholders, the Barington Parties agreed to cause the voting securities beneficially owned by them and their affiliates and associates to be voted in accordance with the Boards recommendations on all proposals, subject to specific exceptions described in the agreement.

What does Matthews International agree to pay the Barington Parties?

Matthews International Corporation agreed to make a one-time lump sum payment to reimburse Barington Companies Equity Partners, L.P. for certain fees and expenses incurred by the Barington Parties in connection with their communications with the Board and management, communications with shareholders, and the negotiation and execution of the agreement.

What restrictions apply to the Barington Parties during the agreement term with MATW?

During the term through the Companys 2028 annual meeting, the Barington Parties agreed to restrictions that include, among other things, limits on soliciting proxies, making shareholder proposals, and nominating directors for election to the Board.

How long does the Matthews International and Barington agreement remain in effect?

The agreement provides that the Barington Parties commitments, including their voting obligations and restrictions, apply from the date of the agreement through and including Matthews International Corporations 2028 annual meeting of shareholders.

Did Matthews International and the Barington Parties publicly announce their agreement?

Yes. Matthews International Corporation and the Barington Parties issued a joint press release dated January 15, 2026 announcing the agreement, which is filed as Exhibit 99.1.